Freshpet, Inc. — Director's Dealing 2014

Nov 7, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2014-11-06

Reporting Person: KASSAR RICHARD A (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159331	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$7.10		Common Stock (34463)		Direct
Series C Preferred Stock	$7.10		Common Stock (21300)		Indirect
Option to purchase Common Stock	$6.27	2016-10-31	Common Stock (13979)		Direct
Option to purchase Common Stock	$8.87	2020-02-28	Common Stock (32012)		Direct
Option to purchase Common Stock	$7.10	2020-12-31	Common Stock (15125)		Direct

Footnotes

F1: The Series C Preferred Stock is convertible at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined in the Second Amended and Restated Certificate of Incorporation of the Issuer) in effect at the time of conversion. The Common Stock underlying the Series C Preferred Stock has been adjusted for a 1-for-0.7396 stock split.

F2: The Reporting Person may be deemed to beneficially own these shares and options through Richard Kassar LLC. The Reporting Person disclaims beneficial ownership of such shares held or controlled by Richard Kassar LLC except to the extent of his pecuniary interest therein.

F3: The option vests in five equal annual installments beginning October 31, 2007.

F4: The option vests in five equal annual installments beginning March 31, 2011.

F5: The option vests in four equal annual installments beginning December 31, 2011.